Founder Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for my Berlin-based AI software startup with three technical co-founders holding different share percentages (50%, 30%, 20%), including vesting provisions and preparing for a Series A investment round planned for March 2025."

Document background
The Founder Shareholder Agreement is a crucial document used when establishing a new company or formalizing the relationship between existing founders in Germany. It is particularly important for startups and growing businesses where clear governance structures and shareholder rights need to be established. The agreement, compliant with German corporate law, specifically addresses the unique aspects of German GmbH structures and corporate governance requirements. It typically includes detailed provisions on share ownership, transfer restrictions, voting rights, management responsibilities, and exit strategies. This document is essential for preventing future disputes and providing clarity on crucial business decisions, making it a fundamental requirement for any new business venture with multiple founders in Germany. The agreement should be drafted in conjunction with the company's Articles of Association (Gesellschaftsvertrag) to ensure full alignment with corporate documentation.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company

2. Background: Context of the agreement, including company formation details and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Capital and Shareholdings: Details of initial share capital, allocation among founders, and share classes

5. Management and Decision Making: Governance structure, management rights, and decision-making processes

6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights

7. Transfer Restrictions: Limitations on share transfers and process for permitted transfers

8. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales

9. Anti-Dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds

10. Founder Commitments: Obligations of founders including time commitment and role specifications

11. Confidentiality: Obligations regarding company and business confidential information

12. Dividend Policy: Framework for profit distribution and dividend declarations

13. Exit Provisions: Procedures and rights relating to company sale or IPO

14. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between shareholders

15. Term and Termination: Duration of the agreement and circumstances for termination

16. General Provisions: Standard legal provisions including governing law, notices, and amendments

Optional Sections

1. Intellectual Property Rights: Detailed provisions regarding IP ownership and transfer - include when founders are bringing existing IP or developing new IP

2. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when founders have other business interests

3. Founder Vesting: Vesting schedule for founder shares - include for startups seeking venture capital

4. Key Performance Indicators: Specific performance metrics for founder-executives - include when founders have executive roles

5. Employee Stock Option Pool: Structure and management of ESOP - include when planning employee incentivization

6. Advisory Board: Constitution and powers of advisory board - include when planning for external advisors

7. Founder Loans: Terms of any founder financing - include when founders are providing loans to the company

8. Special Voting Rights: Additional voting rights for specific matters - include when certain founders need extra protection

Suggested Schedules

1. Capital Structure Table: Detailed breakdown of shareholdings and share classes

2. Business Plan: Initial business plan and financial projections

3. Founders' Details: Personal information and contact details of all founders

4. Reserved Matters: List of decisions requiring special majority or unanimous consent

5. Company IP Portfolio: List of company's intellectual property assets

6. Form of Deed of Adherence: Template for new shareholders joining the agreement

7. Agreed Form Documents: Standard forms for share transfers and other regular transactions

8. Articles of Association: Company's constitutional document aligned with the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Manufacturing

Software Development

Professional Services

Media and Entertainment

Biotechnology

Clean Technology

Retail

Education Technology

Real Estate

Consumer Goods

Artificial Intelligence

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Business Development

Board of Directors

Corporate Affairs

Compliance

Investment Relations

Relevant Roles

Chief Executive Officer

Managing Director

Founder

Co-founder

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

General Counsel

Legal Counsel

Corporate Secretary

Business Development Director

Startup Advisor

Investment Manager

Corporate Lawyer

Company Director

Board Member

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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